CoWorking Membership Agreement

KOI Creative Space, LLC

169 Mamaroneck Avenue

White Plains, NY 10601

www.koicreativespace.com

team@koicreativespace.com

 

 

KOI Creative Space, LLC provides a shared, community-driven creative workspace for location independent workers in downtown White Plains, New York.  Our aim is to enable a coworking environment dedicated to creative culture and business growth by maintaining a membership base of talented professionals who desire a workspace shared by multiple creative specialties that fosters a broad range of creative partnerships and collaborations.

 

Membership Features

Below are services our members receive as part of KOI Creative Space membership:

 

All Memberships

• Access to high-speed internet

• Use of conference room on request

• Access to the space during normal operating hours (8am – 6pm Mon. thru Fri. except holidays)

• Printer access

• Access to kitchenette - coffee

 

Service Tier Definitions and Fees

Membership fees and service tiers are as follows:

 

      Drop-In ($45/day)

      People interested in simply dropping in for the day can do so for a day rate, provided there is sufficient space.  Desks are limited and drop-in reservations are on a first-come first-reserved basis. Contact us ahead of time for availability at team@koicreativespace.com (2-day lead time is recommended).

      No refund will be provided for bookings cancelled with less than 48 hours’ notice.

 

      Part-Time ($250.00/month - discounted one month if billed yearly)

      Access up to two days per calendar week (8-days/month)

      Discount on additional days ($25 per additional day)

      Access to Intern & Consultant Network (starting date of network service to be provided)

      Priority Event Access

 

      Full-Time ($450/month - discounted one month if billed yearly)

      Guaranteed access to a desk for your exclusive use

      Priority usage of conference room

      Use of mailing address

      Access to Intern & Consultant Network (starting date of network service to be provided)

      Priority Event Access

 

Payments

 

Full payment for your membership is required at time of booking.  All membership payments are due on the first day of the calendar month.  If your membership commences after the first day of the calendar month, payment for the remainder of that month will be charged on a pro-rated basis.  All fees are non-refundable.  

 

KOI Creative Space reserves the right to charge late fees and/or withhold services if payments are not received on time. 

 

Term

 

Your KOI Creative Space coworking membership agreement (“Membership Agreement”) will be effective once it is signed.  You will be entitled to have access to and use of the services of KOI Creative Space once all payments are received.  Your membership will begin on the start date specified in your membership enrollment form.  If your start date is not a business day you will be able to move into KOI Creative Space on the first business day after the start date.

 

Note: To all members signing up for membership before KOI Creative Space officially opens, payments will not be due and memberships will not be activated until the space opens.

 

Payment Methods

 

Members may pay directly through the KOI Creative Space payment gateway which utilizes Stripe.  Other payment options are cash, check, or PayPal.  If a member’s payment is returned for insufficient funds, a charge will be added to your current bill and the total amount due will be increased by $25.

 

Terms and Conditions of Use

 

The following Terms and Conditions of Use (“Terms”) describe your rights and obligations in connection with your receipt, access and use of any of the Services (as defined below) provided by KOI Creative Space, LLC (referred to as “KOI” or “KOI Creative Space”, or “we” or “our”), including but not limited to your use of space at our KOI location(s) in White Plains, NY (“Premises”) and access to the Internet in connection with your KOI membership.  Please feel free to contact us at team@koicreativespace.com with any questions regarding these Terms.

 

1.         Acceptance of Terms; Modification of Terms.  Please read these Terms carefully, as they affect your legal rights.  Among other things, these Terms include your agreement that certain disputes between you and KOI Creative Space will be resolved by binding arbitration as described in the ‘Governing Law; Arbitration’ section below.  By using the Services, you are agreeing to abide by and be bound by these Terms which are an integral part of your Membership Agreement.  The Services provided by and on behalf of KOI Creative Space at all times are subject to these Terms.

   

-        References to “you,” “your,” “member” and similar words in these Terms refer to the individual or entity registering for any Services and agreeing to be bound by these Terms.  You agree to provide KOI Creative Space with accurate and complete information about yourself (and your employer) when you register with KOI Creative Space and as you use the Services.  You must be at least 18 years of age.

 

-        You represent and warrant that you have all requisite legal power and authority to enter into and abide by these Terms and your Membership Agreement and no further authorization or approval is necessary. You further represent and warrant that your participation in or use of the Services will not conflict with or result in any violation of any license, contract, agreement or other obligation to which you are a party or are bound.  If you are entering into this Membership Agreement on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to these Terms.

 

-        KOI Creative Space reserves the right to add, delete or amend these Terms or adjust any fees at any time, and such changes will automatically become part of your Membership Agreement.   KOI Creative Space will attempt to contact you to notify you of updates within 30 days of their enactment using the contact information provided in your Membership Agreement.  Most changes will be effective immediately.  If you don’t agree to the changes, you may cancel your membership, but note that there are no refunds for early cancellation.

 

2.         Description of Services.  KOI Creative Space may provide you with access to and use of work stations, lounge areas, a kitchenette, Internet access, member-only events, certain office equipment (printer), conference room space, and other services, benefits and features as KOI Creative Space may provide from time to time (collectively, “Services”) at the Premises.  The availability and scope of Services are subject to change from time to time. 

 

3.         No Unlawful or Prohibited Use.  As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these Terms.  You may not use the Services in any manner that could damage, disable, overburden, or impair any KOI Creative Space server, or the network(s) connected to any KOI Creative Space server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, or accounts, computer systems or networks connected to any KOI Creative Space server or to any of the Services, through hacking, password mining or any other means.  You may not obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the Services.

 

4.         Use of Services.

 

-        You agree that when participating in or using the Services, you will not:

 

A.    Use the Services in connection with peer-to-peer networks, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);

B.    Use the name “KOI Creative Space” or use photographs or illustrations of the Premises or Services, or any trademarks, logos or other identifiers of KOI Creative Space in any advertising, publicity or other purpose without KOI’s prior written consent;

C.    Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

D.    Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information on or through KOI Creative Space’s Services;

E.    Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including copyright or trademark laws, or by rights of privacy or publicity unless you own or control such rights or have received all necessary consents to do the same;

F.     Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;

G.    Upload files that contain viruses, Trojan Horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;

H.    Download any file(s) that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

I.      Restrict or inhibit any other user from using and enjoying the Services;

J.     Violate any code of conduct of other guidelines which may be applicable for any particular Service, including the building rules for the Premises;

K.    Harvest or otherwise collect information about others, including email addresses, without the authorization or consent of the disclosing party;

L.     Violate any applicable laws or regulations;

M.    Take or copy information belonging to KOI, or other members or their guests; 

N.    Create a false identity for the purpose of misleading others;

O.    Drive nails, tacks, screws or pins into walls, furnishings, floors and ceilings;

P.     Write, draw, decorate, attach posters or disfigure any wall or ceiling surfaces;

Q.    Bring additional furniture or large equipment into the Premises without the prior written consent of KOI; 

R.    Use the Services or Premises to conduct or pursue illegal or offensive activities; and

S.    Deposit any substance in the toilets, sinks or drains that could cause blockage or damage;

 

-        You agree that when participating in or using the Services, you will:

 

T.     Keep the work and common areas of use neat and tidy and take proper care of the desks, tables and chairs and ensure that no damage occurs;

U.    Keep the kitchenette area clean and will clean used cups, glasses and dishes, not leave garbage or dishes in the sink area or seek to store food in the refrigerator for more than a single day;

V.    Not do or permit anything to be done in, on or around the Premises which causes, becomes or is a nuisance or annoyance to other members;

W.   Use any office equipment provided by KOI Creative Space, including the printer(s), in reasonable amounts and duration;

X.    Maintain reasonable noise levels;

Y.    Be responsible for any breakage, defect, damage, theft or vandalism caused to the Premises. Damage must be reported to a KOI Creative Space representative immediately;

Z.     Schedule any and all deliveries within the Hours of Use at the Premises, unless prior arrangements have been made with a KOI Creative Space representative.  KOI Creative Space does not accept responsibility for any deliveries where the member is not present to accept deliveries;

AA. Be considerate and respectful of others;

BB. In all possible scenarios be informed in advance, as a courtesy, of any testing, repair or other works to be carried out at the Premises unless there is an emergency; and

CC. Comply with all health and safety and fire and emergency regulations.

 

KOI Creative Space reserves the right to exclude any guest or invitee whose use of the Services, in the opinion of KOI Creative Space, would be detrimental to the use of the Services by members and other guests or invitees.  Members are responsible for the actions of their guests and invitees.

 

5.         Insurance.       KOI Creative Space is not responsible for any equipment (personal computers, mobile phones, etc.) or property you use or leave behind in the Premises.  Your personal property and equipment is your responsibility.  As a member or user of the Services, you are responsible for maintaining personal property and liability insurance to cover property loss or damage to your own equipment and property while using our space.  KOI Creative Space will not insure any equipment or property that you bring into the Premises.  Any equipment or property brought into the Premises is at your sole risk and you should maintain your own insurance for these items. 

 

6.         Payments.       By signing up for a membership, you agree to pay us the fees associated with the Services you are purchasing on a timely basis.  Recurring membership fees will be charged on the first (1st) day of each calendar month.  Other fees will be charged within thirty (30) days of your accrual of such fees.  KOI Creative Space reserves the right to charge late fees and/or withhold Services and deny access to the Premises if payments are not received on time.  All fees are non-refundable.                      

 

7.         Lawfulness.    KOI Creative Space reserves the right at all times to disclose any information about you, your participation in and use of the Services as KOI Creative Space deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in KOI Creative Space’s sole discretion.

 

8.         Confidentiality.

A.    You acknowledge and agree that during your participation in and use of the Services you may be exposed to Confidential Information. “Confidential Information” means all information, in whole or in part, that is disclosed by KOI Creative Space or its affiliates, or any member or user of the Services or any employee, affiliate, guest, invitee, or agent thereof, that is nonpublic, confidential or proprietary in nature.  “Confidential Information” also includes, without limitation, information about business, sales, operations, know-how, trade secrets, technology, products, employees, customers, marketing plans, financial information, services, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of KOI Creative Space or its affiliates, any analyses, compilations, studies or other documents prepared by KOI Creative Space or its affiliates, or otherwise derived in any manner from the Confidential Information and any information that you are obligated to keep confidential or know or have reason to know should be treated as confidential.

 

B.    Your participation in and/or use of the Services obligates you to;

                                           i.         maintain all Confidential Information in strict confidence;

                                          ii.         not to disclose Confidential Information to any third parties;

                                         iii.         not to use the Confidential Information in any way directly or indirectly detrimental to the owner of the Confidential Information.

 

C.    All Confidential Information remains the sole and exclusive property of KOI Creative Space or its affiliates or the respective disclosing party. You acknowledge and agree that nothing in these Terms or your participation in or use of the Services will be construed as granting any rights to you, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property or proprietary rights of KOI Creative Space or its affiliates or any member or user of the Services, or any employee, affiliate, guest, invitee or agent thereof.

 

9.         Participation In or Use of Services.  You acknowledge that you are participating in or using the Services at your own free will and decision. You acknowledge that KOI Creative Space does not have any liability with respect to your access, participation in, or use of the Services, or any loss of information or property resulting from such participation or use.  KOI Creative Space is not responsible or liable for the provision of products or services by third parties used in connection with its Services.

 

10.       Surveillance; Other Members.  You are advised that the Premises are under surveillance 24 hours a day and KOI Creative Space will retain records, data and videos of access to the Premises by members, guests and invitees.  Also, KOI Creative Space does not control and is not responsible for the actions of other members or their guests or invitees.  If a dispute arises between members or their invitees or guests, KOI will have no responsibility or obligation to participate, mediate or indemnify any party.  KOI reserves the right to terminate your membership immediately, without refund, if any membership dispute becomes disruptive

 

11.       Software Security; Technology Release.  KOI Creative Space does not make any warranties or guarantees about security.  It is the member’s, guest’s and invitee’s responsibility to secure their own personal computer or device with intrusion detection/ prevention software (firewall) and anti-malware.  In order to utilize the Services provided by KOI Creative Space, it may be necessary to install or run software on your computer or other equipment.  Also, from time to time, KOI Creative Workspace may troubleshoot problems a member may have accessing certain Services such as printing or Wi-Fi.  You agree that KOI Creative Workspace and its representatives are not responsible for any damage to any member’s computer or other equipment related to such technical support or downloading and installation of any software.  KOI Creative Space and its affiliates do not assume any liability or warranty in the event that any manufacturer warranties are voided and we do not offer any verbal or written warranty, either express or implied, regarding the success of any technical support.  

 

12.       Disclaimers of Warranties.  To the extent permitted by applicable law, KOI Creative Space provides the Services “AS IS” and with all faults, and disclaims with respect to the Services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence, and availability, operation, performance and/or use of Services.  Also, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement or any implied warranties arising from course of dealing, course of performance or usage in trade.

 

13.       Exclusion of Incidental Consequential and Certain Other Damages.  To the extent permitted by applicable law, in no event will KOI Creative Space or its  affiliates, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns (“KOI Parties”), jointly or individually be liable for any direct, special, incidental, exemplary, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or usethe Services, the provision of or failure to provide Services, or otherwise under or in connection with any provision of these Terms, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of KOI Creative Space, and even if KOI Creative Space has been advised of the possibility of such damages.

 

14.       Limitation of Liability and Sole Remedy.  To the extent permitted by law, the aggregate monetary liability of the KOI Parties to you or your employees, guests, agents or invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to KOI under these Terms for the service from which the claim arose in the six (6) months prior to the claim arising.  This is your sole and exclusive remedy for all of the foregoing. 

 

15.       Termination.  KOI Creative Space reserves the right to terminate any Service at any time without notice.  KOI Creative Space further reserves the right to cancel your membership and your Membership Agreement and terminate your participation in and use of any Services, immediately and without notice, if you fail to comply with these Terms.  On termination you will be required to vacate the Premises immediately and remove all of your property and equipment from the Premises.  After providing you reasonable notice, KOI Creative Space will be entitled to dispose of any property or equipment remaining in or on the Premises after termination, without any obligation to store such property or equipment, and you waive all claims or demands regarding such property or equipment or KOI’s handling of such property or equipment.  You will be responsible for paying any fees incurred in such removal and disposal.  KOI Creative Space will not be responsible for forwarding or holding mail or packages delivered to the Premises following termination.

 

16.       Indemnification.  You release, and hereby agree to indemnify and hold harmless KOI Creative Space and KOI Creative Space’s affiliates, and their past, present and future officers, agents, shareholders, members, representatives, employees, advisors, successors and assigns, jointly and individually (collectively, “KOI Indemnitees”), from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties (“Claims”) based upon or arising out of your negligent actions, errors and omissions, willful misconduct and fraud in connection with the participation in or use of the Services, or breach of any of these Terms by you or your employees, guests or invitees. You further agree that KOI will have sole control over the defense of any such Claims.  You will not agree to any settlement that requires a material act or admission by any KOI Indemnitee, imposes any obligation upon any KOI Indemnitee or does not contain a full and unconditional release of the KOI Indemnitees, without KOI’s written consent.  None of the KOI Indemnitees will be liable for any settlement made without its prior written consent.  In the event that you bring a claim or lawsuit in violation of these Terms, you shall be liable for any attorneys’ fees and costs incurred by KOI Indemnitees in connection with the defense of such claim or lawsuit.

 

17.       Not an Employee; Nature of These Terms.  You are not an employee of KOI Creative Workspace and your membership or use of any of the Services does not constitute an employer-employee relationship.  These Terms in no way will be construed as to grant you any title, interest, lease, easement, lien, possession or related rights in KOI’s or its affiliates’ businesses, the Services, the Premises or anything contained in or on the Premises.  These Terms create no tenancy interest, leasehold estate, or other real property or possessory interest in the Premises whatsoever.  Neither party shall misrepresent our relationship.

 

18.       Unenforceable Provisions; No Waiver.  If any provision of these Terms or any other guidelines, terms or rules that may be posted or provided to you from time to time is determined to be invalid, illegal or unenforceable for any reason, the remaining provisions of these Terms or guidelines, terms or rules will be unaffected and will remain in full force and effect to the extent permitted by applicable law.  KOI Creative Workspace’s delay or failure to enforce any right, for any reason, does not waive our right to enforce it later. 

 

19.       Assignment.  Your rights and obligations under this Membership Agreement cannot be assigned or transferred to anyone else without KOI’s prior written consent.  We may assign or transfer this Membership Agreement or any of our rights or obligations under this Membership Agreement without notice to you, except as may be required by applicable law.    

 

20.       Governing Law; Arbitration.  These Terms and your Membership Agreement are governed by and construed under the laws of the State of New York without regard to its conflicts of laws provisions.  Except that either party may seek equitable or similar relief from a court of competent jurisdiction,  any dispute, controversy or claim arising out of or in relation to these Terms, or at law, or the breach, termination or invalidity of these Terms, that you and KOI Creative Space cannot resolve and settle amicably by agreement will be finally settled in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with such rules, and the place of such arbitration will be White Plains, NY, U.S.A.